SEC Form 4 · accession 0001209191-18-009080

GREENHILL & CO INC · GHL

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Harold J Rodriguez Jr.

Officer — Chief Financial Officer

Period of report

Feb 8, 2018

Accepted (ET)

Feb 12, 2018 · 12:46 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001282977

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock	Feb 8, 2018	M	16,978	$0.00	A	58,691	D
Common Stock	Feb 8, 2018	F	7,945	$18.40	D	50,746	D
Common Stock	Feb 8, 2018	M	6,919	$0.00	A	57,665	D
Common Stock	Feb 8, 2018	F	3,250	$18.40	D	54,415	D
Common Stock	Feb 8, 2018	M	4,728	$0.00	A	59,143	D
Common Stock	Feb 8, 2018	F	2,221	$18.40	D	56,922	D
Common Stock^F1	holding	—	—		—	52,285	I	See footnote

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Restricted Stock Units^F2	—	Feb 8, 2018	M	16,978	D	—	—	Common Stock	16,978	0	D
Restricted Stock Units^F3	—	Feb 8, 2018	M	6,919	D	—	—	Common Stock	6,919	20,758	D
Restricted Stock Units^F4	—	Feb 8, 2018	M	4,728	D	—	—	Common Stock	4,728	18,915	D

Explanation of responses

F1These shares are directly owned by Jacquelyn F. Rodriguez, the wife of Harold J. Rodriguez, Jr.
F2This restricted stock unit award was granted on January 30, 2013 under the Greenhill & Co., Inc. Equity Incentive Plan. The units comprising the award vest in full on January 1 of the fifth calendar year following the grant date and are subject to payment within 75 days following such vesting date. Each unit represents a right to receive one share of Common Stock or an amount equal to the market value of the Common Stock underlying the vested award on the vesting date. Payment may be made in cash, shares of Common Stock or a combination thereof. On February 8, 2018, the vesting in full of this restricted stock unit award was settled in shares. Shares were withheld to satisfy applicable tax withholding obligations.
F3This restricted stock unit award was granted on January 27, 2016 under the Greenhill & Co., Inc. Equity Incentive Plan. The units comprising the award vest in equal increments on each of the first, second, third, fourth and fifth anniversaries of the date of grant (each, a vesting date) and are subject to payment within 75 days following each such vesting date. Each unit represents a right to receive one share of Common Stock or an amount equal to the market value of the Common Stock underlying the vested award on the applicable vesting date. Payment may be made in cash, shares of Common Stock or a combination thereof. On February 8, 2018, the second vesting of this restricted stock unit award was settled in shares. Shares were withheld to satisfy applicable tax withholding obligations.
F4This restricted stock unit award was granted on January 26, 2017 under the Greenhill & Co., Inc. Equity Incentive Plan. The units comprising the award vest in increments of 20% on the first anniversary of the date of grant, 20% on the second anniversary of the date of grant, 30% on the third anniversary of the date of grant and 30% on the fourth anniversary of the date of grant (each, a vesting date) and are subject to payment within 75 days following each such vesting date. Each unit represents a right to receive one share of Common Stock or an amount equal to the market value of the Common Stock underlying the vested award on the applicable vesting date. Payment may be made in cash, shares of Common Stock or a combination thereof. On February 8, 2018, the first vesting of this restricted stock unit award was settled in shares. Shares were withheld to satisfy applicable tax withholding obligations.